Common use of Collateral and Guarantee Requirement Clause in Contracts

Collateral and Guarantee Requirement. (i) The Administrative Agent shall have received a duly executed and delivered Reaffirmation of the Pledge Agreement from Frontier Communications ILEC, the Borrower and Frontier North in form and substance reasonably satisfactory to the Administrative Agent; (ii) the Collateral Agent shall have received all certificates or instruments evidencing the issued and outstanding equity interests of each Pledged Subsidiary required to be pledged on the First Amendment and Restatement Effective Date, accompanied by stock powers undated and endorsed in blank (or arrangements reasonably satisfactory to the Administrative Agent and the Collateral Agent shall have been made for the foregoing); (iii) the Administrative Agent shall have received a UCC financing statement identifying each Pledgor required to be party to the Pledge Agreement on the First Amendment and Restatement Effective Date as the debtor and the Collateral Agent as the secured party, in appropriate form for filing under the UCC; (iv) the Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to the Borrower, each Pledgor and each Pledged Subsidiary, and such searches shall reveal no Liens except for Liens permitted hereunder or to be discharged on the First Amendment and Restatement Effective Date (or with respect to which arrangements reasonably satisfactory to the Administrative Agent shall have been made to discharge such Liens); and (v) the Collateral Agent shall have a valid and perfected security interest, for the benefit of the Secured Parties, in the Pledged Collateral pursuant to the Pledge Agreement to the extent perfection of such security interest can be obtained by filing a Uniform Commercial Code financing statement or possession; provided that the foregoing requirement shall not be required to be satisfied until the date required pursuant to Section 5.09.

Collateral and Guarantee Requirement. (i) Each of the Security Agreement and each Intellectual Property Security Agreement required by the Security Agreement to be executed on the Closing Date shall have been duly executed and/or delivered by each Loan Party that is to be a party thereto and shall be in full force and effect; (ii) The Administrative Agent shall have received a Perfection Certificate with respect to each Loan Party dated the Closing Date and duly executed and delivered Reaffirmation by a Responsible Officer of the Pledge Agreement from Frontier Communications ILEC, the Borrower and Frontier North in form and substance reasonably satisfactory to the Administrative Agent; (ii) the Collateral Agent shall have received all certificates or instruments evidencing the issued and outstanding equity interests of each Pledged Subsidiary required to be pledged on the First Amendment and Restatement Effective Date, accompanied by stock powers undated and endorsed in blank (or arrangements reasonably satisfactory to the Administrative Agent and the Collateral Agent shall have been made for the foregoing); (iii) the Administrative Agent shall have received a UCC financing statement identifying each Pledgor required to be party to the Pledge Agreement on the First Amendment and Restatement Effective Date as the debtor and the Collateral Agent as the secured party, in appropriate form for filing under the UCC; (iv) the Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the BorrowerLoan Parties in the states (or other jurisdictions) of formation of such persons, in each Pledgor and each Pledged Subsidiarycase as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and such searches shall reveal no Liens except for Liens permitted hereunder or to be discharged on the First Amendment and Restatement Effective Date (or with respect to which arrangements reasonably accompanied by evidence satisfactory to the Administrative Agent shall that the Liens indicated in any such financing statement (or similar document) have been made to discharge such Liensor will be contemporaneously released or terminated (other than Permitted Encumbrances); and. (viii) the Collateral The Administrative Agent shall have a valid received satisfactory results of customary lien searches for the Borrower and perfected security interesteach Guarantor in such Person’s jurisdiction of incorporation or formation and each other relevant jurisdiction, to the extent applicable, reasonably requested by the Administrative Agent (iv) Each document (including any UCC (or similar) financing statement) required by any Collateral Document or under applicable law to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral required to be delivered pursuant to such Collateral Document, shall be in proper form for filing, registration or recordation, as applicable. (v) The Administrative Agent (or its counsel) shall have received (i) the Pledged Collateral certificates representing the Equity Interests required to be pledged pursuant to the Pledge Security Agreement (if any), together with an executed undated stock power or similar instrument of transfer for each such certificate endorsed in blank by a duly authorized officer of the pledgor thereof, and (ii) any other possessory collateral to be pledged pursuant to the extent perfection of such security interest can be obtained by filing a Uniform Commercial Code financing statement or possession; provided that the foregoing requirement shall not be required to be satisfied until the date required pursuant to Section 5.09Security Agreement.

Collateral and Guarantee Requirement. (i) The Administrative Agent shall have received a duly executed and delivered Reaffirmation of the Pledge Agreement from Frontier Communications ILEC, the Borrower and Frontier North in form and substance reasonably satisfactory to the Administrative Agent; (ii) confirmation that the Collateral Agent shall have received all certificates or instruments evidencing the issued and outstanding equity interests of each Pledged Subsidiary under the New Pledge Agreement and listed on Schedule B (each, a “New Pledged Subsidiary”) and required to be pledged on the First Sixth Amendment and Restatement Effective Date, accompanied by stock powers undated and endorsed in blank (or arrangements reasonably satisfactory to the Administrative Agent and the Collateral Agent shall have been made for the foregoing); (iiiii) the Administrative Agent shall have received a satisfactory confirmation that the Collateral Agent shall have received UCC financing statement statements identifying each Pledgor required to be party (x) the Borrower as the debtor and the Collateral Agent as the secured party, with the description of the collateral limited to the collateral granted pursuant to the New Pledge Agreement on the First Amendment Agreement, and Restatement Effective Date (y) Frontier Video as the debtor and the Collateral Agent as the secured party, in each case in appropriate form for filing under the UCC; (iviii) the Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to the Borrower, each Pledgor Frontier Video and each New Pledged Subsidiary, and such searches shall reveal no Liens except for Liens permitted hereunder under the Credit Agreement or to be discharged on the First Sixth Amendment and Restatement Effective Date (or with respect to which arrangements reasonably satisfactory to the Administrative Agent shall have been made to discharge such Liens); and (viv) the Administrative Agent shall have received satisfactory confirmation that the Collateral Agent shall have a valid and perfected security interestLien, for the benefit of the Secured Parties, in the Pledged Collateral (as defined in the New Pledge Agreement) pursuant to the New Pledge Agreement to the extent perfection of such security interest Lien can be obtained by filing a Uniform Commercial Code financing statement or possession; provided that the foregoing requirement shall not be required possession (subject to be satisfied until the date required pursuant to Section 5.09clause (I)(i) above).

Collateral and Guarantee Requirement. The Collateral and Guarantee Requirement shall have been satisfied; provided that if, notwithstanding the use by the Credit Parties of commercially reasonable efforts to cause the Collateral and Guarantee Requirement to be satisfied on the Closing Date, the requirements thereof (other than (i) The Administrative the execution and delivery of this Agreement and the Pledge and Security Agreement by the Credit Parties, (ii) the creation, pledge and perfection of security interests in (x) the Equity Interests of Borrower and the Domestic Subsidiaries of Holdings (to the extent required by paragraph (d) of the definition of “Collateral and Guarantee Requirement”) and (y) the certificated securities representing debt (to the extent required by paragraph (e) of the definition of “Collateral and Guarantee Requirement”), (iii) the execution and delivery of “short form” intellectual property security agreements with respect to the Intellectual Property of the Credit Parties that is to be perfected by filing such agreements with the United States Patent and Trademark Office or the United States Copyright Office and (iv) the delivery of UCC financing statements with respect to perfection of security interests in other assets of the Credit Parties that may be perfected by the filing of a financing statement under the UCC) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the availability of the Term Loans on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 3.1(h) or such later date as Collateral Agent may agree in its reasonable discretion). Collateral Agent shall have received a duly completed Perfection Certificate, dated the Closing Date and executed and delivered Reaffirmation by an Authorized Officer of the Pledge Agreement from Frontier Communications ILECBorrower, the Borrower and Frontier North in form and substance reasonably satisfactory to the Administrative Agent; (ii) the Collateral Agent shall have received together with all certificates or instruments evidencing the issued and outstanding equity interests of each Pledged Subsidiary required to be pledged on the First Amendment and Restatement Effective Dateattachments contemplated thereby, accompanied by stock powers undated and endorsed in blank (or arrangements reasonably satisfactory to the Administrative Agent and the Collateral Agent shall have been made for the foregoing); (iii) the Administrative Agent shall have received a UCC financing statement identifying each Pledgor required to be party to the Pledge Agreement on the First Amendment and Restatement Effective Date as the debtor and the Collateral Agent as the secured party, in appropriate form for filing under the UCC; (iv) the Administrative Agent shall have received including the results of recent UCC, tax and judgment Lien searches a search of the UCC (or equivalent) filings made with respect to the Borrower, each Pledgor Credit Parties in the jurisdictions contemplated by the Perfection Certificate and each Pledged Subsidiary, and such searches shall reveal no Liens except for Liens permitted hereunder or to be discharged on copies of the First Amendment and Restatement Effective Date financing statements (or with respect to which arrangements similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent shall have been made to discharge such Liens); and (v) the Collateral Agent shall that the Liens indicated by such financing statements (or similar documents) are permitted under Section 6.2 or have a valid and perfected security interestbeen, for or substantially contemporaneously with the benefit initial funding of the Secured PartiesTerm Loans on the Closing Date will be, in the Pledged Collateral pursuant to the Pledge Agreement to the extent perfection of such security interest can be obtained by filing a Uniform Commercial Code financing statement or possession; provided that the foregoing requirement shall not be required to be satisfied until the date required pursuant to Section 5.09released.

Collateral and Guarantee Requirement. (i) The Collateral Documents set forth in Schedule 4.1(f) shall have been duly executed and/or delivered by each Loan Party that is to be a party thereto and shall be in full force and effect. Subject only to recording or filing as applicable, in accordance with paragraph (iv) below, the Mortgages and the other Collateral Documents create a valid and perfected first priority Lien on the Collateral Pool Properties and other Collateral described therein, subject to the Permitted Encumbrances, to the satisfaction of Administrative Agent and its counsel; and (ii) With respect to each Initial Collateral Pool Property, the Administrative Agent shall have received the following: (A) an Appraisal in form and substance acceptable to Administrative Agent, and completed within sixty (60) days prior to the Closing Date, or such earlier date as the Administrative Agent shall accept; (1) a duly executed current and delivered Reaffirmation certified rent roll, (2) true, correct, and complete copies of all Leases, including all lease guaranties, (3) with respect to any multifamily or other multi-tenant Real Estate Asset, Borrower’s standard form of lease(s) for review and approval, (4) an estoppel certificate from the tenant under each commercial Lease, and (5) subordination, attornment and non-disturbance agreements for each Major Lease and for Leases comprising 75% of the Pledge Agreement Property NOI derived from Frontier Communications ILECcommercial Leases for such Real Estate Asset, each in form and substance reasonably satisfactory to the Borrower Administrative Agent and Frontier North Lenders; (C) a lender’s title insurance policy, insuring the first-priority Lien of the Mortgage on such Initial Collateral Pool Property, and otherwise showing no exceptions to title (other than Eligible Property Permitted Liens) unacceptable to Administrative Agent, or with the consent of the Administrative Agent, an executed commitment to issue an owner’s title insurance policy in pro forma form reasonably acceptable to the Administrative Agent, and such other evidence of the perfection of the security interests in the Collateral as Administrative Agent and its counsel may reasonably require; (D) a current ALTA survey prepared by a surveyor licensed in the State where such Initial Collateral Pool Property is located and reasonably satisfactory to Administrative Agent; (E) a current Phase I Environmental Report and property condition report in form and substance reasonably satisfactory to the Administrative Agent; , collectively evidencing that such Real Estate Asset is free from any presence of Hazardous Materials and material structural issues (ii) the Collateral Agent shall have received all certificates or instruments evidencing the issued and outstanding equity interests of each Pledged Subsidiary required to be pledged on the First Amendment and Restatement Effective Date, accompanied other than those accepted by stock powers undated and endorsed in blank (or arrangements reasonably satisfactory to the Administrative Agent and the Collateral Required Lenders), and there has been no material unrepaired or unrestored damage or destruction by fire or otherwise to any of the real or tangible personal property comprising or intended to comprise the Collateral; (F) evidence that the current and anticipated use of such Real Estate Asset and all existing and proposed improvements thereto comply with applicable federal, state, and local zoning ordinances, regulations, and any restrictive covenants of record, which evidence may comprise a zoning report dated within six (6) months of the Closing Date and reasonably acceptable to Administrative Agent shall and loan policy of title insurance providing endorsements and coverage reasonably acceptable to Administrative Agent; (G) evidence that all licenses and permits and private approvals of every nature whatsoever, if any, which are reasonably necessary in order to allow the operation of the Real Estate Asset as needed under applicable law have been made for duly and finally received with all appeal periods therefrom having elapsed, with no appeal having been taken therefrom, and with no violations existing under the foregoing);terms thereof, which evidence may comprise a zoning report dated within six (6) months of the Closing Date and reasonably acceptable to Administrative Agent and loan policy of title insurance providing endorsements and coverage reasonably acceptable to Administrative Agent; and (H) any other due diligence as reasonably requested by the Administrative Agent; and (iii) the Administrative Agent shall have received a UCC proper UCC-1 financing statement identifying each Pledgor required to be party to the Pledge Agreement on the First Amendment statements and Restatement Effective Date as the debtor and the Collateral Agent as the secured party, fixture filings in form appropriate form for filing under the UCC;Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Collateral Documents covering the Collateral; and (iv) the Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to the Borrower, each Pledgor and each Pledged Subsidiary, and such searches shall reveal no Liens except for Liens permitted hereunder or to be discharged on the First Amendment and Restatement Effective Date (or with respect to which arrangements reasonably satisfactory to the Administrative Agent shall have been made for the recording or filing of the Mortgages and other Collateral Documents (and/or proper notices or UCC-1 financing statements or fixture filings in respect thereof) in order to discharge such Liens); and (v) perfect the Liens of the Administrative Agent in the Collateral as determined by the Administrative Agent. In addition, all Collateral items required to be physically delivered to the Administrative Agent thereunder shall have a valid been so delivered, accompanied by any appropriate instruments of transfer, and perfected security interestall taxes, for fees and other charges then due and payable in connection with the benefit execution, delivery, recording, publishing and filing of such instruments and the issuance of the Secured Obligations and the delivery of the Notes shall have been paid in full by the Loan Parties, in the Pledged Collateral pursuant to the Pledge Agreement to the extent perfection of such security interest can be obtained by filing a Uniform Commercial Code financing statement or possession; provided that the foregoing requirement Mortgages may be recorded promptly following the Closing Date so long as the title company has issued the title policies (or arrangements reasonably satisfactory to the Administrative Agent shall not be required to be satisfied until the date required pursuant to Section 5.09have been made therefor).

Collateral and Guarantee Requirement. The Collateral and Guarantee Requirement shall have been satisfied; provided that if, notwithstanding the use by the Loan Parties of commercially reasonable efforts to cause the Collateral and Guarantee Requirement to be satisfied on the Effective Date, the requirements thereof (other than (i) the execution and delivery of this Agreement and the Security Agreement by the Loan Parties, (ii) the creation, pledge and perfection of security interests in (x) the Equity Interests of the Borrower and the Domestic Subsidiaries of Holdings (to the extent required by paragraph (d) of the definition of “Collateral and Guarantee Requirement”) and (y) the certificated securities representing debt (to the extent required by paragraph (e) of the definition of “Collateral and Guarantee Requirement”), (iii) the execution and delivery of “short form” intellectual property security agreements with respect to the Intellectual Property of the Loan Parties that is to be perfected by filing such agreements with the United States Patent and Trademark Office or the United States Copyright Office and (iv) the delivery of UCC financing statements with respect to perfection of security interests in other assets of the Loan Parties that may be perfected by the filing of a financing statement under the UCC) are not satisfied as of the Effective Date, the satisfaction of such requirements shall not be a condition to the effectiveness of this Agreement or the availability of the Loans (but shall be required to be satisfied as promptly as practicable after the Effective Date and in any event within the period specified therefor in Schedule 4.01(p) or such later date as the Administrative Agent may agree in its reasonable discretion). The Administrative Agent shall have received a duly executed and delivered Reaffirmation of completed Perfection Certificate, dated the Pledge Agreement from Frontier Communications ILEC, the Borrower and Frontier North in form and substance reasonably satisfactory to the Administrative Agent; (ii) the Collateral Agent shall have received all certificates or instruments evidencing the issued and outstanding equity interests of each Pledged Subsidiary required to be pledged on the First Amendment and Restatement Effective Date, accompanied by stock powers undated and endorsed in blank (or arrangements reasonably satisfactory to the Administrative Agent and the Collateral Agent shall have been made for the foregoing); (iii) the Administrative Agent shall have received a UCC financing statement identifying each Pledgor required to be party to the Pledge Agreement on the First Amendment and Restatement Effective Date as the debtor and the Collateral Agent as the secured party, in appropriate form for filing under the UCC; (iv) the Administrative Agent shall have received the results executed by an authorized officer of recent UCC, tax and judgment Lien searches with respect to the Borrower, each Pledgor and each Pledged Subsidiary, and such searches shall reveal no Liens except for Liens permitted hereunder or to be discharged on the First Amendment and Restatement Effective Date (or together with respect to which arrangements reasonably satisfactory to the Administrative Agent shall have been made to discharge such Liens); and (v) the Collateral Agent shall have a valid and perfected security interest, for the benefit of the Secured Parties, in the Pledged Collateral pursuant to the Pledge Agreement to the extent perfection of such security interest can be obtained by filing a Uniform Commercial Code financing statement or possession; provided that the foregoing requirement shall not be required to be satisfied until the date required pursuant to Section 5.09all attachments contemplated thereby.

Collateral and Guarantee Requirement. (i) Subject to clause (ii) below, the Collateral and Guarantee Requirement shall have been satisfied. The Administrative Collateral Agent shall have received a duly executed and delivered Reaffirmation of the Pledge Agreement from Frontier Communications ILEC, the Borrower and Frontier North completed Collateral Questionnaire in form and substance reasonably satisfactory to the Administrative Collateral Agent;, dated the Closing Date and executed by an Authorized Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent) filings made with respect to the Credit Parties in the jurisdictions contemplated by the Collateral Questionnaire and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Collateral Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or substantially contemporaneously with the initial funding of Loans on the Closing Date will be, released. (ii) Notwithstanding the foregoing, to the extent any Collateral Agent shall have received all certificates is not or instruments evidencing the issued and outstanding equity interests of each Pledged Subsidiary required to cannot be pledged provided or perfected on the First Amendment and Restatement Effective Date, accompanied by stock powers undated and endorsed in blank (or arrangements reasonably satisfactory to the Administrative Agent and the Collateral Agent shall have been made for the foregoing); (iii) the Administrative Agent shall have received a UCC financing statement identifying each Pledgor required to be party to the Pledge Agreement on the First Amendment and Restatement Effective Date as the debtor and the Collateral Agent as the secured party, in appropriate form for filing under the UCC; (iv) the Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to the Borrower, each Pledgor and each Pledged Subsidiary, and such searches shall reveal no Liens except for Liens permitted hereunder or to be discharged on the First Amendment and Restatement Effective Closing Date (other than the grant and perfection of security interests in Collateral located in any state of the United States or the District of Columbia with respect to which arrangements reasonably satisfactory to a Lien may be perfected by the Administrative Agent shall have been made to discharge such Liens); and (v) filing of a financing statement under the Collateral Agent shall have a valid and perfected security interest, for the benefit of the Secured PartiesUCC or, in the Pledged Collateral pursuant case of stock certificates of the Borrower’s domestic Subsidiaries and intercompany notes owed to the Pledge Agreement Borrower or any of its domestic Subsidiaries, by possession of such Collateral), then the provision or perfection, as the case may be, of any such Guarantee or Collateral shall not constitute a condition precedent to the extent perfection obligation of such security interest can be obtained by filing a Uniform Commercial Code financing statement or possession; provided that each Lender and each Issuing Bank to make any Credit Extension on the foregoing requirement Closing Date, but instead shall not be required to be satisfied until provided or perfected within (i) in the case of Mortgages, 90 days after the Closing Date and (ii) in the case of all other Collateral, 30 days after the Closing Date (or, in each case, such later date required pursuant to Section 5.09as may be approved by the Collateral Agent).

Collateral and Guarantee Requirement. (i) The Administrative Agent shall have received a duly executed and delivered Reaffirmation of the Pledge Agreement from Frontier Communications ILEC, the Borrower and Frontier North in form and substance reasonably satisfactory to the Administrative Agent; (ii) the Collateral Agent shall have received all certificates or instruments evidencing the issued and outstanding equity interests of each Pledged Subsidiary under the New Pledge Agreement and listed on Schedule 5 hereto (each, a “New Pledged Subsidiary”) and required to be pledged on the First Amendment and Restatement No. 3 Effective Date, accompanied by stock powers undated and endorsed in blank (or arrangements reasonably satisfactory to the Administrative Agent and the Collateral Agent shall have been made for the foregoing); (iiiii) the Administrative Agent shall have received a UCC financing statement statements identifying each Pledgor required to be party (x) the Borrower as the debtor and the Collateral Agent as the secured party, with the description of the collateral limited to the collateral granted pursuant to the New Pledge Agreement on the First Amendment Agreement, and Restatement Effective Date (y) Frontier Video as the debtor and the Collateral Agent as the secured party, in each case in appropriate form for filing under the UCC; (iviii) the Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to the Borrower, each Pledgor Frontier Video and each New Pledged Subsidiary, and such searches shall reveal no Liens except for Liens permitted hereunder under the Amended Credit Agreement or to be discharged on the First Amendment and Restatement No. 3 Effective Date (or with respect to which arrangements reasonably satisfactory to the Administrative Agent shall have been made to discharge such Liens); and (viv) the Collateral Agent shall have a valid and perfected security interest, for the benefit of the Secured Parties, in the Pledged Collateral (as defined in the New Pledge Agreement) pursuant to the New Pledge Agreement to the extent perfection of such security interest can be obtained by filing a Uniform Commercial Code financing statement or possession; provided that the foregoing requirement shall not be required possession (subject to be satisfied until the date required pursuant to Section 5.09clause (i)(i) above).

Collateral and Guarantee Requirement. The following shall have been executed and delivered to the Administrative Agent and Collateral Agent: (i) The Administrative Agent shall have received an updated Perfection Certificate containing information as to each Loan Party as of the Amendment No. 1 Effective Date; (ii) with respect to each Mortgage in effect prior to the Amendment No. 1 Effective Date encumbering Mortgaged Property (including, without limitation, all Covered Property and all Non-Covered Property), a Mortgage Amendment to the applicable Mortgage duly executed and delivered Reaffirmation of acknowledged by the Pledge Agreement from Frontier Communications ILECapplicable Loan Party, and in form for recording in the Borrower and Frontier North recording office where such Mortgaged Property is located, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent; (ii) the Collateral Agent shall have received all certificates or instruments evidencing the issued and outstanding equity interests of each Pledged Subsidiary required to be pledged on the First Amendment and Restatement Effective Date, accompanied by stock powers undated and endorsed in blank (or arrangements reasonably satisfactory to the Administrative Agent and the Collateral Agent shall have been made for the foregoing); (iii) with respect to each property of the Administrative Agent shall have received a UCC financing statement identifying each Pledgor required to be party New Loan Parties listed on Schedule 1.01(y) (the “Parent Mortgaged Property”) to the Pledge Credit Agreement, a Mortgage substantially in the form of Exhibit D-1 (in the case of Covered Properties) or Exhibit D-2 (in the case of Non-Covered Properties), as applicable, to the Execution Date Credit Agreement on duly authorized and executed, in form for recording in the First Amendment and Restatement Effective Date as recording office of each jurisdiction where such property is situated, in favor of the debtor Collateral Agent, for its benefit and the benefit of the Secured Parties, together with such other instruments as shall be necessary or appropriate (in the judgment of the Collateral Agent as Agent) to create a Lien under applicable law, all of which shall be in form and substance reasonably satisfactory to Collateral Agent, which Mortgage and other instruments shall be (and after giving effect to the secured partyAmendment No. 1 Transactions, in appropriate form for filing under the UCCcontinues to be) effective to create and/or maintain a first priority Lien on such property; (iv) the Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (i) with respect to each Mortgaged Property (other than any Parent Mortgaged Property) on which a “Building” (as defined in 12 CFR Chapter III, Section 339.2) is located and for which Standard Flood Hazard Determinations were previously delivered which Mortgaged Properties are set forth on Schedule 8(d)(i) to the Borrower, each Pledgor Perfection Certificate (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Pledged Subsidiary, Loan Party relating thereto) and such searches shall reveal no Liens except for Liens permitted hereunder or to be discharged on the First Amendment and Restatement Effective Date (or ii) with respect to each Parent Mortgaged Property on which arrangements reasonably satisfactory a “Building” (as defined in 12 CFR Chapter III, Section 339.2) is located, which Parent Mortgaged Properties are set forth on Schedule 8(d)(ii) to the Administrative Agent shall have been made to discharge such LiensPerfection Certificate (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto); and; (v) the Collateral Agent shall have received a valid and perfected security interestcopy of, for or a certificate as to coverage under, the benefit insurance policies required by Section 5.02 of the Secured PartiesCredit Agreement (including, in without limitation, flood insurance policies) and the Pledged Collateral pursuant applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to the Pledge Agreement to the extent perfection of such security interest can be obtained by filing include a Uniform Commercial Code financing statement or possession; provided that the foregoing requirement shall not be required to be satisfied until the date required pursuant to Section 5.09.“standard” or

Collateral and Guarantee Requirement. (i) The Administrative Agent shall have received a duly executed and delivered Reaffirmation of the Pledge Agreement from Frontier Communications ILEC, the Borrower and Frontier North in form and substance reasonably satisfactory to the Administrative Agent; (ii) confirmation that the Collateral Agent shall have received all certificates or instruments evidencing the issued and outstanding equity interests of each Pledged Subsidiary under the New Pledge Agreement and listed on Schedule B (each, a “New Pledged Subsidiary”) and required to be pledged on the First Third Amendment and Restatement Effective Date, accompanied by stock powers undated and endorsed in blank (or arrangements reasonably satisfactory to the Administrative Agent and the Collateral Agent shall have been made for the foregoing); (iiiii) the Administrative Agent shall have received a satisfactory confirmation that the Collateral Agent shall have received UCC financing statement statements identifying each Pledgor required to be party (x) the Borrower as the debtor and the Collateral Agent as the secured party, with the description of the collateral limited to the collateral granted pursuant to the New Pledge Agreement on the First Amendment Agreement, and Restatement Effective Date (y) Frontier Video as the debtor and the Collateral Agent as the secured party, in each case in appropriate form for filing under the UCC; (iviii) the Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to the Borrower, each Pledgor Frontier Video and each New Pledged Subsidiary, and such searches shall reveal no Liens except for Liens permitted hereunder under the Credit Agreement or to be discharged on the First Third Amendment and Restatement Effective Date (or with respect to which arrangements reasonably satisfactory to the Administrative Agent shall have been made to discharge such Liens); and (viv) the Administrative Agent shall have received satisfactory confirmation that the Collateral Agent shall have a valid and perfected security interestLien, for the benefit of the Secured Parties, in the Pledged Collateral (as defined in the New Pledge Agreement) pursuant to the New Pledge Agreement to the extent perfection of such security interest Lien can be obtained by filing a Uniform Commercial Code financing statement or possession; provided that the foregoing requirement shall not be required possession (subject to be satisfied until the date required pursuant to Section 5.09clause (I)(i) above).